Manager will be reimbursed for all reasonable out-of-pocket business, business entertainmentand travel expenses paid by the Manager, in accordance with and subject to applicable Companyexpense incurrence and reimbursement policies. Any expense reimbursements required to be madeunder this Agreement will be for expenses incurred by Manager during the term of this Agreement,and such reimbursements will be made not later than December 31st of the year followingthe year in which Manager incurs the expense; provided, that in no event will the amount ofexpenses eligible for payment or reimbursement in one calendar year affect the amount of expensesto be paid or reimbursed in any other calendar year. Manager’s right to expense reimbursement willnot be subject to liquidation or exchange for another benefit.     4. **Vacation**. The number of vacation days to which Manager shall be entitled each year shallbe based on the years of service of the Manager for Employer as follows — 15 days up to 10 years,20 days after 10 years, 25 days after 20 years and 30 days after 30 years. Unless otherwiseagreed, vacation may not be carried over into a new calendar year. Vacation time shall be takenonly after providing reasonable notice to the person to whom the Manager reports.     5. **Compliance With Employer Policies**. Manager shall comply with and abide by all employmentpolicies and directives of Employer. Employer may, in its sole discretion, change, modify or adoptnew policies and directives affecting Manager’s employment. In the event of any conflict betweenthe terms of this Agreement and Employer’s employment policies and directives, the terms of thisAgreement will be controlling.     6. **Restrictive Covenant.**In consideration of the confidential business information thatEmployer promises to provide Manager access or exposure to during the term of employment asdescribed in paragraph 7 of the Agreement, Manager agrees to the restrictive covenants set forth inthis paragraph 6 and its subparts:          (a) Manager agrees that during the term of Manager’s employment with Employer and for a periodof one year following any termination of Manager’s employment, if the Manager terminates employmentduring the first two years of Manager’s employment, or nine months, if the Manager terminatesemployment after the first two years of employment and before the completion of five years ofemployment (the “Non-Compete Period”), Manager will not, without the prior written consent ofEmployer, directly or indirectly, either as an individual or as an employee, officer, director,shareholder, partner, sole proprietor, independent contractor, consultant or in any other capacityconduct any business, or assist any person in conducting any business, that is in competition withthe business of Employer or its Affiliates (as defined below).          (b) In addition to any other covenants or agreements to which Manager may be subject, duringthe Non-Compete Period, Manager will not, directly or indirectly, either as an individual or as anemployee, officer, director, shareholder, partner, sole proprietor, independent contractor,consultant or in any other capacity whatsoever approach or solicit any customer or vendor ofEmployer with whom the Manager had contact or received information about during the course ofemployment for the purpose of causing, directly or indirectly, any such customer or vendor to ceasedoing business with Employer or its Affiliates.
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     For the purposes of this Agreement, the “business of Employer or its Affiliates” means thebusiness of refining petroleum distillates and the wholesale distribution of such products in theTerritory. The term “Affiliates” means all subsidiaries of Employer and each person or entity thatcontrols, is controlled by, or is under common control with Employer. The “Territory” means thestates of Texas, New Mexico, Arizona, California, Oregon, Washington and Nevada. It is understoodand agreed that the scope of each of the covenants contained in this Section 6 is reasonable as totime, area, and persons and is necessary to protect the legitimate business interest of Employer.It is further agreed that such covenants will be regarded as divisible and will be operative as totime, area and persons to the extent that they may be so operative. The terms of this Section 6shall not apply to the ownership by Manager of less than 5% of a class of equity securities of anentity, which securities are publicly traded on the New York Stock Exchange, the American StockExchange, or the National Market System of the National Association of Securities Dealers AutomatedQuotation System. The provisions of this Section 6 will survive any termination or expiration ofthis Agreement.     7. **Confidentiality**. (a) During the course of employment, Employer promises to provideManager with access or exposure to information or ideas of a confidential or proprietary naturewhich pertain to an area of Employer’s business, financial, legal, marketing, administrative,personnel, technical or other functions or which constitute trade secrets (including, but notlimited to, as examples specifications, designs, plans, drawings, software, data, prototypes, theidentity of sources and markets, marketing information and strategies; business and financial plansand strategies, methods of doing business; data processing and management information and technicalsystems, programs and practices; customers and users and their needs, sales history; and financialstrength), and such information of third parties which has been provided to Employer in confidence(“Confidential Information”). All such information is deemed “confidential” or “proprietary”whether or not it is so marked, provided that it is maintained as confidential by the Company.Information will not be considered to be Confidential Information to the extent that it isgenerally available to the public. Nothing in this Section 7 will prohibit the use or disclosureby Manager of knowledge that is in general use in the industry or general business knowledge.          (b) Manager shall hold Confidential Information in confidence, use it only in connection withthe performance of duties on behalf of Employer, and restrict its disclosure to those directors,employees or independent contractors of Employer having a need to know.          (c) Manager shall not disclose, copy or use Confidential Information for the benefit of anyoneother than Employer without Employer’s prior written consent.          (d) Manager shall, upon Employer’s request or Manager’s termination of employment, return toEmployer any and all written documents containing Confidential Information in Manager’s possession,custody or control.     8. **Non-Interference with Employment Relationships**. In consideration of the confidentialbusiness information that Employer promises to provide Manager access or exposure to during theterm of employment as described in paragraph 7 of this
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Agreement, Manager promises that during the term of his/her employment with Employer, and fora period of one (1) year thereafter, Manager shall not, without Employer’s prior written consent,directly or indirectly: (a) induce or attempt to induce any employee to leave the Employer’semploy; or (b) interfere with or disrupt the Employer’s relationship with any of its employees orindependent contractors.     9. **Copyright, Inventions, Patents**. Employer shall have all right, title and interest to allfeatures (including, but not limited to, graphic designs, copyrights, trademarks and patents)created during the course of or resulting from Manager’s employment with Employer. Manager herebyassigns to Employer all copyright ownership and rights to any work developed by Manager and reducedto practice for or on behalf of Employer or which relate to Employer’s business during the courseof the employment relationship. At Employer’s expense, Manager shall do all other thingsincluding, but not limited to, the giving of evidence in suits and proceedings, and the furnishingand/or assigning of all documentation and other materials relative to Employer’s intellectualproperty rights, necessary or appropriate for Employer to obtain, maintain, and assert its rightsin such work.     10. **Termination of Employment**. (a) Employer may terminate Manager’s employment hereunderat any time for Cause. For purposes hereof, Cause shall mean: (i) conviction of a felony or amisdemeanor where imprisonment is imposed for more than 30 days; (ii) commission of any act oftheft, fraud, dishonesty, or falsification of any employment or Employer records; (iii) improperdisclosure of Confidential Information; (iv) any intentional action by the Manager having amaterial detrimental effect on the Company’s reputation or business; (v) any material breach ofthis Agreement, which breach is not cured within ten (10) business days following receipt byManager of written notice of such breach; (vi) unlawful appropriation of a corporate opportunity;or (vii) intentional misconduct in connection with the performance of any of Manager’s duties,including, without limitation, misappropriation of funds or property of the Company, securing orattempting to secure to the detriment of the Company any profit in connection with any transactionentered into on behalf of the Company, any material misrepresentation to the Company, or anyknowing violation of law or regulations to which the Company is subject. Upon termination ofManager’s employment with the Company for Cause, the Company shall be under no further obligationto Manager, except to pay all earned but unpaid Base Compensation and all accrued benefits andvacation to the date of termination (and to the extent required by law).          (b) Employer may terminate Manager’s employment hereunder without Cause, or Manager mayterminate his employment hereunder for Good Reason, upon not less than thirty (30) days priorwritten notice. In the event of any such termination, Manager shall be entitled to receive hisBase Compensation through the termination date and any annual bonus entitlement, prorated for thenumber of months of employment for the fiscal year in question, all accrued benefits and vacationto the date of termination (and to the extent required by law), plus, during the first two yearsof Manager’s employment hereunder, an additional amount of severance payment equal to one year’sBase Compensation as in effect immediately before any notice of termination, or, after the firsttwo years of Manager’s employment hereunder, an additional amount of severance payment equal tonine months’ Base Compensation as in effect immediately before any notice of termination. “GoodReason” means (i) without the Manager’s prior
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written consent, the Employer reduces Manager’s Base Compensation or the percentage ofManager’s Base Compensation established as Manager’s maximum target bonus percentage for purposesof Employer’s annual cash bonus plan., (ii) any material breach of this Agreement, which breach isnot cured within ten (10) business days following receipt by Employer of written notice of suchbreach; and (iii) the delivery by Employer of notice pursuant to Section 1 (c) of this Agreementthat it does not wish this Agreement to automatically renew for any subsequent year.          (c) Manager may terminate the employment relationship hereunder with not less than thirty (30)days prior written notice. Upon any such termination of Manager’s employment, other than for GoodReason, the Company shall be under no further obligation to Manager, except to pay all earned butunpaid Base Compensation and all accrued benefits and vacation to the date of termination (and tothe extent required by law).          (d) To the extent that a payment becomes due to Manager under this Section 10 by reason ofManager’s termination of employment, (i) the term “termination of employment” will have the samemeaning as “separation from service” under Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), and (ii) except as provided in Section 10(e) below, all such payments will bemade in a single lump sum no later than 60 days after the date on which Manager terminatesemployment.          (e) If the Company makes a good faith determination that a payment under this Agreement (i)constitutes a deferral of compensation for purposes of Section 409A of the Code, (ii) is made toManager by reason of his separation from service and (iii) at the time such payment would otherwisebe made Manager is a “specified employee” as hereinafter defined, the payment will be delayed untilthe first day of the seventh month following the date of such termination of employment and willbear interest at the prime rate of interest as published in the Wall Street Journal on the firstbusiness day following the date of Manager’s termination of employment. For purposes of thisSection 10, a specified employee is an officer of Alon USA Energy, Inc. with annual compensation inexcess of $150,000 (as adjusted for years after 2008), provided that only the 50 highest paidofficers of Alon USA Energy, Inc. may constitute “specified employees” for any 12-month period. Anindividual who is identified as a one of the 50 highest paid officers during any portion of acalendar year will be a specified employee for purposes of the Agreement during the 12-month periodbeginning on April 1 of the following calendar year.          (f) The provisions of Sections 6, 7, 8 and 9 of this Agreement will continue in effectnotwithstanding any termination of Manager’s employment.     11. **Mediation and Arbitration**. (a) Employer and Manager hereby state their mutual desirefor any dispute concerning a legally cognizable claim arising out of this Agreement or inconnection with the employment of Manager by Employer, including, but not limited to, claims ofbreach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensationretaliation, defamation, tortious infliction of emotional distress, unfair competition, andconversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need forlitigation.
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          (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shallutilize the following protocol:               (i) The parties shall first submit the Legal Dispute to mediation under the auspices of theAmerican Arbitration Association (“AAA”) and pursuant to the mediation rules and procedurespromulgated by the AAA.               (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, bindingarbitration shall be the method of final resolution of the Legal Dispute. The parties expresslywaive their rights to bring action against one another in a court of law, except as expresslyprovided in subsection (d). The parties hereto acknowledge that failure to comply with thisprovision shall entitle the non-breaching party not only to damages, but also to injunctive reliefto enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall beunder the auspices of the AAA and pursuant to the “National Rules for the Resolution of EmploymentDisputes,” or any similar identified rules promulgated at such time the Legal Dispute is submittedfor resolution. All mediation and arbitration hearings shall take place in Dallas, Texas.          (c) Notice of submission of any Legal Dispute to mediation shall be provided no later thanthree hundred sixty-five (365) calendar days following the date the submitting party became awareof the conduct constituting the alleged claims. Failure to do so shall result in the irrevocablewaiver of the claim made in the Legal Dispute.          (d) Notwithstanding that mediation and arbitration are established as the exclusive proceduresfor resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial oradministrative forum for injunctive relief and (ii) claims by Employer arising in connection withparagraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction.          (e) Each party acknowledges that a remedy at law for any breach or attempted breach ofparagraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitledto specific performance and injunctive and other equitable relief in case of any breach orattempted breach, and agrees not to use as a defense that any party has an adequate remedy at law.This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by adecree of specific performance, and appropriate injunctive relief may be applied for and granted inconnection herewith. Such remedy shall not be exclusive and shall be in addition to any otherremedies now or hereafter existing at law or in equity, by statute or otherwise. Except asprovided in subsection (c) no delay or omission in exercising any right or remedy set forth in thisAgreement shall operate as a waiver thereof or of any other right or remedy and no single orpartial exercise thereof shall preclude any other or further exercise thereof or the exercise ofany other right or remedy.     12. **Assignment**. This Agreement shall not be assignable by either party except that upon anysale or transfer of all or substantially all of its business by Employer, Employer may assign thisAgreement to its successor; any failure to make such an assignment will be considered to constitutethe termination of Manager’s employment without cause effective upon the closing of the referencedtransaction.
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     13. **No Inducement, Agreement Voluntary**. Manager represents that (a) he has not beenpressured, misled, or induced to enter into this Agreement based upon any representation byEmployer or its agents not contained herein, (b) he has entered into this Agreement voluntarily,after having the opportunity to consult with representatives of his own choosing and that (c) hisagreement is freely given.     14. **Interpretation and Severability**. Any paragraph, phrase or other provision of thisAgreement that is determined by a court, arbitrator or arbitration panel of competent jurisdictionto be unreasonable or in conflict with any applicable statute or rule, shall be deemed, ifpossible, to be modified or altered so that it is not unreasonable or in conflict or, if that isnot possible, then it shall be deemed omitted from this Agreement. The invalidity of any portionof this Agreement shall not affect the validity of the remaining portions. Further, should anyclause, sentence, provision, paragraph, or part of this Agreement be adjudged by any court ofcompetent jurisdiction, or be held by any other competent governmental authority havingjurisdiction, to be illegal, invalid, or unenforceable, such judgment or holding shall not affect,impair, or invalidate the remainder of the Agreement, but shall be confined to the greatest extentpossible in its operation to the particular clause, sentence, provision, paragraph, or part of theagreement directly involved, and the remainder of the Agreement shall remain in full force andeffect.     15. **Prior Agreements Superseded; Amendments**. This Agreement revokes and supersedes all prioragreements, written and oral, and represents the entire agreement between the parties in relationto the employment of the Manager by the Company after the Commencement Date and, except as providedin Section 16 below, shall not be subject to modification or amendment by any oral representation,or any written statement by either party, except for a dated writing signed by the Manager and theEmployer.     16. **Section 409A of the Code.**To the extent that any payment made under this Agreementconstitutes a deferral of compensation subject to Section 409A of the Code, the time of suchpayment may not be accelerated except to the extent permitted by Section 409A of the Code. WhereSection 409A of the Code permits a payment or benefit that constitutes a deferral of compensationto be accelerated, the payment or benefit may be accelerated in the sole discretion of the Company.Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty withrespect to the proper application of Section 409A of the Code, the Company reserves the right tomake amendments to this Agreement as the Company deems necessary or desirable solely to avoid theimposition of taxes or penalties under Section 409A of the Code.     17. **Notices.**All notices, demands and requests of any kind to be delivered in connection withthis Agreement shall be in writing and shall be deemed to have been duly given if personallydelivered or if sent by nationally-recognized overnight courier or by registered or certified mail,return receipt requested and postage prepaid, addressed as follows:
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 (a) if to the Company, to: